


Spin's Upgrade

by SJC_Fiction



Category: Lab Rats (TV 2012)
Genre: Anal Fingering, Anal Sex, Boys Kissing, Creampie, Facials, M/M, Mind Manipulation, Oral Sex, Rimming, Rough Oral Sex, Rough Sex, Sex Toys, Sibling Incest, Spitroasting, Threesome - M/M/M, Underage Sex
Language: English
Status: In-Progress
Published: 2018-04-29
Updated: 2018-04-28
Packaged: 2019-04-29 09:57:04
Rating: Explicit
Warnings: Rape/Non-Con, Underage
Chapters: 3
Words: 18,385
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14470188
Author URL: https://archiveofourown.org/users/SJC_Fiction/pseuds/SJC_Fiction
Summary: After a night with Adam and Leo, Spin has an app activated that makes it almost impossible to keep his little dick in his pants. Lucky for him, there are plenty of boys ready to satisfy him.





	1. Lust and Desire

Leo bit his bottom lip and held back a groan as he pushed a finger into his hole. His finger wasn't satisfying and his body craved for something bigger, like the two huge cocks waiting in the capsules behind him. But he knew that they wouldn't satisfy him tonight. His other hand busied itself pumping along his thick shaft, desperate to relieve his heavy balls after their day of sexual torment. Images of Spin's tight little bubble butt during exercises flooded his mind; the boy's ass stretching out and tightening up with each different position. It all just made Leo want to blow his load, but his body refused to allow him that satisfaction. The heat built up and disappeared before his load could erupt out.

Then frustrated teen could do nothing but tighten his grip and start moving his hand fast along the shaft in another futile attempt to cum. Another digit slipped inside and he began to scissor his ass open, wishing it was Adam's monster forcing its way deep inside.

The warmth and pressure started to build up as he picked up speed, jerking his cock despite the pain from the overwhelming friction. _Finally! Come on, come on!_ Then it was gone...

"Damn it!" Leo roared, releasing his cock and pulling out. _Why can't I stop thinking about mighty mouth? He's just an annoying kid that twirls. He probably has a tiny cock... but has a round ass... God! Stop it!_

Leo's erection throbbed painfully, with precum pooling onto his chest and into his belly button. _That's it!_ Pulling up his underwear and pants, Leo rushed out of the room. Then came back and wrapped himself in a blanket before running out again. It was a cold night, after all. Navigating the dark halls of the academy proved to be an easy task by following the dim lights that lined the walls, although it still took Leo a good ten minutes to find the younger boy's capsule after a few wrong turns and falling down the stairs. But finally, he was face to face with the sleeping face of Spin.

The younger boy looked peaceful and cute in his sleep, not a hint of that devilish grin or snarky expression that always seemed to paint his features. In that moment, Leo actually felt his face warm as he stared at Spin and his cuteness. "Gah!" He ripped his eyes away, feeling the throbbing in his pants worsen. It was now or never. Using his bionic arm, Leo almost tore the door away from the capsule, then gripped Spin's shirt collar and started carrying the now waking boy out of the capsule and back to the mentor's room. It didn't take long for Spin to wake up and realise someone was holding him off the ground, so he started squirming and kicking at his unseen attacker.

"Hey! Get offa me!" That only succeeded in Leo holding him further away and moving faster. When they arrived at the room, Leo effortlessly threw him down onto the couch locked the door. He also made sure to turn on the heat.

"What's going on here!?" Spin snapped, getting up and looking Leo dead in the eyes. _Why am I_ not _surprised?_ "I was _trying_ to get some beauty sleep. You should try it some time, Leo."

Leo faked a laugh, "Ha. Funny joke, mighty mouth. Now shut it."

Spin just scoffed and pushed right past him. This wasn't the first time someone had dragged him out of bed before, though that event had been wiped from his mind long before the bionic war. "Whatever, Leo. I'm going back to sleep, and this time try not to annoy me. I've got to be fully rested if i'm going to be better than you at everything again." His smirk had Leo seeing red, "Actually... I can beat you even without sleep!"

"Good," Now Leo smirked, "Because you're not leaving." He said as Spin tried the door, which refused to open.

The younger boy turned on his heel and shot the older boy a glare. It was already late at night, and even with the room warming up, it was still colder than being inside a capsule. Now he was locked in a room with the second most annoying boy on the island who had no intention of letting him leave. Not that that was going to stop the likes of Spin. "Uh huh. And what's going to stop me from spinning my way out?"

"Having to pay for the repairs?"

That stripped away Spin's grin. Mr Davenport would never let him off the hook if he was involved in damaging the facility _again_.

"Fine. What do you even want with me, Leo?" He threw open his arms and glared, "It's the middle of the night!" Not that he would ever tell, but Spin was afraid of the dark.

A soft smile spread across Leo's face, unseen by Spin due to the darkness. All the younger boy could see was the glint in Leo's eyes as he took a step closer. _He's so cute when he's scared, even more than in the day. I bet he'd love cuddling up to Chase right now like during the first thunderstorm._ As Leo moved closer, Spin backed up until he was against the wall. When he felt the cold metal pressing against his back, he almost screamed in panic, but managed to keep a strong face. While he was distracted, Leo stepped up and kneeled down so they were at the same height; It wasn't very hard, as Leo wasn't particularly tall. The smaller boy's eyes widened with confusion and a glint of fear. When Leo saw Spin open his mouth to talk, he wasted no time in grabbing the back of the younger boy's head and forcing their lips together. His fingers wove into the messy mop, bringing the two in closer for a deeper kiss that was sure to leave Spin's petite pink lips bruised.

Spin's eyes shot wide open as his rival's lips roughly slid across his own. The sensation was so foreign that he was frozen in shock. For what felt like an eternity he was too shocked to move, and it was only when Leo attempted to slip his tongue past his lips that Spin came to his sense and pushed the older boy away. However, he found Leo refusing to let him go so kept struggling as hard as Leo was to get his tongue inside.

Leo's tongue had managed to break its way past Spin's sore lips, but was stuck behind his grit teeth. Thinking fast, he gave the spin-top's hair a strong tug, forcing him to gasp and open wide for his tongue to worm its way in.

Almost instantly Spin bit down, causing Leo to reel back with a hand covering his mouth. The pink muscle was throbbing with pain. "Ow!" He mumbled.

"Ew!" Spin shoved the dark-skinned boy and wiped his lips as though they were contaminated. _Why the hell was he just kissing me? We hate each other, and I thought only people who loved each other kiss? Ew, does Leo love me? Yuck!_ "What the hell, Leo!" He spat.

 _Urgh, does he ever shut up?_ Leo was getting quickly fed up with Spin's whining and decided to hurry things along. His erection was getting more painful by the second, especially now that he had the sexy boy trapped in a room with no way out. "Come on, Spin." He stood up again. An idea came to mind that should make the younger boy listen to his demands without so much complaining. "Just do as I say and I promise I will let you go. _And_ I won't tell Big D about that _other_ mission you and Bob went on without telling anybody about. And having to call me to save your asses again. Ok?" The look on the ex-soldier's face told him he had the answer he wanted. So, Leo moved to the couch and motioned for Spin to approach. Albeit hesitantly, Spin moved to the front of the couch, standing with his arms crossed. The look of distain on his face was quite frankly adorable in Leo's mind. "Oh lighten up, runt!"

" _Don't_ call me runt!" Spin snapped.

"Whatever," _Okay, now he has to do whatever I say. He doesn't want to move down a level, or else he'll be below me again._ "First of all, take your shirt off." Leo commanded. His eagerness to see the chestnut-haired boy's nipples and smooth chest was showing through the large smirk on his face.

Spin, for one, looked disgusted. Even from Leo this was coming out of nowhere! "Really? You think I'm going to take my shirt off for you? No way." _Why does he want to see me shirtless? It's not like there's anything to see there; he's just being a huge creep like always._

"Hey, we agreed that you would do whatever I said so I wouldn't tell Big D. Now take off your shirt before I have to take it off for you!" By now Leo was too lost in his lust to control his emotions. The tent in his pants was painfully hard and begging for the younger boy's embrace. Without it, Leo would never release. Now having Spin trapped between a rock and a hard place he wasn't just about to let Spin tell him otherwise; or anyone for that matter!

"No. _You_ agreed, I said nothing."

In the blink of an eye Leo's hand shot out and tore the fabric away from Spin's slender form, leaving the boy gaping as the tatters of his shirt floated to the ground. His soft-brown eyes turned dark and he swung at the dark boy, who moved in time to avoid the tiny fist. "Whoa! Easy, runt!" Leo swiftly forced Spin onto the couch, pinning his arms on either side of his body and making sure to sit on his legs. Now Spin really was trapped between rock and a _very_ hard place. Having the sexy boy he lusted for trapped beneath him had Leo moaning softly. Spin tried in vain to escape, thrashing about, struggling to free his arms or knock Leo off of his legs. No such luck came, and he only succeeded in wasting energy. _Oh damn, this is so hot! Spin's got no where to go and he's all_ _mine. Now I can really show him who's boss, maybe it will shut his mouth after I force my cock down his throat._

"I don't care if you didn't say anything, Spin. You don't want to get in trouble with Big D, so you're gonna listen to everything I say and do it!"

"Ngh!" Spin struggled, hating the feeling of being trapped. He tugged at an arm in another attempt to pry it out from underneath the older boy, only succeeding in wasting energy. "Get off me, Leo! This is weird."

Leo just grinned at the boy. His cock was throbbing with excitement, feeling the heat from Spin's slim body and the little erection growing in his pants. Despite what he said he was enjoying this!

"No way, not when you look so cute trying to struggle." Spin just growled in response, hating that Leo was taking enjoyment from this. Leo's grin turned to a dark smirk. "Now lets see if we can make your face ever cuter." For a moment he surveyed the young ex-soldier's bare chest. In the cold night air, his nipples were hard but looked like tiny pink flower buds. The nubs in the day would be a pale whitish-pink, but in the darkness of the room they seemed only a little darker. His chest was still completely hairless, but Leo spotted the beginnings of underarm hair hidden under his pits. There was, to Leo's surprise, the faint outline of developing muscles. Probably from the time training on the island in Adam's gym classes. More than once Leo had spotted Adam paying _extra_ attention to Spin, urging the younger boy to work on his already marvellous glutes. Without warning, Leo leaned over and flicked his tongue across one of Spin's little nipple, sending shockwaves through the younger's body. This excited the older teen, who licked the other nub and got the same reaction, only this time Spin jerked his body.

Spin groaned from the strange new sensation. "Ah! S-stop that!"

His pleads went ignored, as Leo started tracing the areola with his tongue, making sure to lick just lightly enough to tingle the other boy's sensitive skin. Both their erections were grinding against each other as Leo tormented Spin's chest, leaving Spin to wonder whether or not he was enjoying the onslaught.

 _Damn it, he's making my chest feel really weird. And my wiener's getting really hard and painful! The last time it did this was when Chase had his hands near my butt during the thunder... Maybe they're both pervs! But w_ _hy is Leo doing this?_ Spin thought of Chase doing the same and couldn't hold back a tiny moan that Leo just grinned at. _Urgh, now he thinks I like it_ _!_

Leo moved up and captured Spin's lips in another kiss, finding less resistance due to the other's distracted state. This gave him enough time to explore his mouth, and for a moment he thought he felt Spin's tiny tongue attempt to enter his mouth, only to stop and try to force his out to no avail _._ Soon he pulled away, before instantly moving to his neck. He licked along his collar bone, then peppered kisses up and down his smooth flesh, trying to decide on the perfect place to leave his mark. A little crevice just between Spin's neck and shoulder made him inhale, so Leo attacked that spot, kissing and sucking the skin until it was bright red. _His first hickey. Nice!_

Spin was too conflicted to say anything. There were so many things running through his mind, at that point he just couldn't focus. _My rival is kissing me, a-and he said that I'm cute! What's wrong with him? He's being a bigger butthead than usual._ Another tingle ran down his spin when he felt the dark-skinned teen's teeth graze his nipple. _W-why does this feel so weird? And is he going to bite me? What's up with that!?_ He squirmed under Leo's weight, unconsciously thrusting his cock against Leo's.

"Damn, you're so cute when you try to escape. It's too obvious you're enjoying this though, Spinny." Leo smiled.

"I-I don't like any of this! It's totally weird, a-and gross!" Spin yelped, feeling Leo deliberately grind against his little wiener, "I'd rather do this with Bob than you!"

The thought of the tubby boy in Leo's place had both of the shuddering.

Struggling to keep from just forcing his cock down Spin's throat, Leo barked out: "Yeah right! I can feel you're hard from me doing this, runt. There's no hiding it now, so just drop the tough act and moan for me, would you?" He returned to licking and sucking on Spin's chest and nipples, keeping his eyes locked on the younger's face, who had his teeth grit and one eye closed as he tried to keep from moaning. _Oh god, he's so cute trying to act like he hates it! I bet Adam and Chase would love to see him like this._ He cast a quick glace at the darkened capsules beside them, considering waking the sexy teens up and inviting them to play with Spin's defenceless form, too. But having the boy all too himself was too good to pass up and returned his attention to him. While Leo sucked and licked one nipple, he maneuverer his knee to keep Spin's arm trapped and used his other hand to gently caress and pinch the other nipple. Now with both being tormented, Spin couldn't hold back the cute moans escaping his mouth.

"That's it, Spin!"

The younger boy still resisted, hating that this was starting to feel good. "Mm-! S-shut up, Leo! Let me go already."

Leo smiled and chuckled. He was having way too much fun. "You can leave at any time." That had Spin's eyes lighting up, thinking Leo was going to let him go, "If you want Big D knowing. You don't want to get into more trouble with him, do you? Move down a rank. Below mine." It wasn't the sexual frustration talking, but just their regular banter and rivalry. Leo still couldn't see the irony of having a child for a rival.

"I... I-!" Spin started. There wasn't anything else to say, really. The last thing he wanted was Leo getting any more superiority over him that he had at that moment. Besides, Mr Davenport was angry enough the last time they risked their lives on an unsanctioned mission. Doing that again, _after_ being warned the first time, would surely call for more than a grounding. _He's got me in a corner... How did Leo manage to do this? I saw him struggling to tie his shoelaces this morning! "My hands are cold" my butt._ "Fine! I don't want to get in trouble with Mr Davenport. So what do you want?"

"Finally!" Leo cried, getting up off the younger boy and sliding onto the couch. _I knew he'd see it my way. The Leo Dooley way..._ With his little arms crossed, Spin got to his feet looking angrily at the dark-skinned teen.

"So?"

Leo shifted into a comfortable position and adjusted the monster in his pants, making sure to motion to it as he did. He followed Spin's gaze, grinning when the younger boy's eyes widened like saucers and his mouth hung open for a moment. But Spin was quick to collect himself and managed to pry his eyes away, faking a look of disgust.

"No way am I touching _that_." _How is Leo's wiener so big!?_

The dark boy shrugged and tried to look unfazed. "Whatever, I guess i'll just have to call Big-"

"Alright! Enough, I get it! ' _I'll call Big D'_." Spin mocked. "You don't have to use your _daddy_ as an excuse every time I say no!" He snapped, wearing a slight pout. Leo didn't like the use of _daddy_. "I-I just don't want to touch another boy's... w-wie..."

"Cock?" _Haha! Does he still call them wieners?_

Spin's face flushed red at hearing the word cock. Even without knowing for sure what it meant, it sounded dirty and it was so strange to hear coming from Leo. In the context, he guessed it was the swear for wiener. "Yeah! It's gross. That's where we pee from, why would anyone touch them?"

His ignorance had Leo laughing. Soon he stopped, noticing the glare being shot at him by the younger boy. "Come on, stop scowling. Loads of people suck on cocks... most of them are girls, but still! They taste good, and it feels great to have someone else suck on it."

"Yeah? That explains why you suck cocks then!" Spin teased, almost sticking his tongue out like a child.

"Urgh, whatever, tiny. Just get on your knees and put my cock in your mouth." Leo rolled his eyes, pulling down his pants and letting his length flop out. Spin's eyes just widened at the sight, awestruck. He couldn't believe something could be so long.

Leo's cock wasn't a bad sight, and he was rather proud of it. While it wasn't very thick like Chase's, it did almost rival Adam's monster in length, only coming short by an inch. Unlike the other boys, Leo didn't shave his bush or sack, leaving him with a thick, curly black tangle of hair. Precum was still leaking from the tip like a waterfall, and it had gotten worse from grinding against the younger boy earlier. The tip was glossed with the clear liquid, making it look thicker and more intimidating. Leo gave it a few jerks, before smearing some precum against his slit then bringing it up to his mouth for a taste of his own liquids. Spin found it gross, thinking it was pee.

"N-no! I'm not gonna touch that _thing_ , Leo! It's so gross and covered with pee! A-and it looks like a giant worm. Why don't you get _Janelle_ to suck it for you?" Spin smirked, looking triumphant, "Even though she'd rather suck on mine." He said under his breath, only to annoy Leo.

_That's it!_

What the younger boy didn't expect was to be thrown onto the couch again and have Leo standing in his place, or the dark boy's hand gripping a tuft of hair from the top of his head. "Ow! S-stop that!" His eyes were shut tight so he couldn't see the cock waving around inches from his face, but he could still smell that musty scent wafting off of it. When his eyes opened, Leo's hand was wrapped around the base of his cock, aiming it at Spin's mouth. The boy made sure not to open up. He tried getting up, but Leo painfully tugged at his brown locks, making him wince.

Leo's voice was low, "Open your mouth, runt!"

Spin managed to shake his head, trying to turn away from the dick but found Leo's hand forcing his head back. Then Leo forced his head to tilt, before slapping his member against Spin's cheek. "Nn!" Spin gasped through his teeth as Leo's cock kept slapping across his mouth and cheek, with the older boy repeating "Open that mouth!" with each slap.

While Leo was never this dominant in life or regular sex, now his pent up aggression and sexual tension for the chestnut-haired boy was coming out. It would have been much easier if Spin just complied from the start.

"Come on, Spin. I know you want my dick!" He said, sliding his dick against Spin's reluctant lips. "Just open up and it'll be over sooner. Unless you like being used like this?"

 _No! I don't want his thing slapping me, but I don't wanna suck on it, either... But sucking it will get him to stop. Maybe if I bite him I can get out!?_ Soon, Spin's mouth hesitantly opened up a little, allowing Leo to press his cock up to the slight opening.

"Gonna have to open wider than that, Spinny!"

The older teen pushed in, prompting Spin to widen his already unwanting mouth. As the precum smeared head forced its way past Spin's lips, the boy started trying to pull away and made small sounds of discomfort. This only made Leo pull him forward, making the kid take more of the invading cock into his mouth.

To Spin, Leo's cock smelt horrid and overly salty. It only got worse as he took more and more of the organ into his mouth; not that he had any choice in the matter. Soon Leo's cock was pinning down Spin's tongue and quickly nearing his throat. That's when he felt Spin's jaw twitch and teeth graze his skin.

Leo tugged at the boy's hair, "Hey! Bite me and you'll have to deal with my little Bionic friend!" He growled, motioning to his left arm which was the one holding Spin in place.

"Other arm!" Spin murmured around Leo's cock. _More like little non-bionic cock!_ He thought in spite.

"My little Bionic friend!" Leo held up the right arm that time. Spin just rolled his eyes but loosened his jaw none the less, lifting his teeth from the skin and allowing Leo to force him down. "That's better, Spinny. Now swallow more of my cock! Aw, yeah..." Leo moaned as he pushed his cock further into the warm wetness, feeling Spin's little tongue twitching underneath his shaft and head. Only a few inches fit before he hit the back of Spin's throat and he heard the loud "G-ghk!" coming from Spin as he gagged around the throbbing cock. _It's too big!_ For a time Leo held him in place to get him used to it and relax, but Spin kept pushing and struggling, not enjoying having his air cut off. Soon Leo pulled him off.

As air filled his lungs, Spin coughed and spluttered. Meanwhile, Leo just kept stroking his precum-dripping cock, waiting for Spin to recover so he could violate the boy's mouth and throat again. "Ugh! W-what is wrong with you?" The younger snapped, "I couldn't breathe!"

Leo laughed again like he just didn't care, still jerking his cock. "You're just lucky I'm not Adam then, mighty mouth! But for once i'm in control and you're the perfect little ass to boss around." He said, then let his cock rest against the boy's face again, smearing it with saliva and precum.

 _Oh God! Adam's even bigger than this? But Leo's is already huge..._ Spin found himself wondering how big Adam's cock was. "G-gross!" He struggled when he came back to his senses, only to have the cock shoved back into his mouth. "Ghak!"

"Yeah, that feels good!" Leo moaned, seeing the younger's face coated in his precum. _Damn, i really want to nut on his cute little face!_ Leo pictured the sight of his spunk painting Spin's face while thrusting deeper into the boy's mouth and making him gag. The more Spin tried to pull away, the more he forced into his mouth. "Fuck, keep sucking my cock, runt!" He remembered back when his mom first married Donald how he first met Adam and Chase. The hunky boy was holding Chase in place while thrusting all of his cock down his throat, and by the looks of it, Chase was loving every second. They stopped when Leo accidentally made a noise, which happened to be undoing his fly to jerk off to the action. But now that he had Spin in the same position, he was saddened that he couldn't do the same. Spin was inexperienced and would likely choke if he was to shove his cock further into his throat like that.

 _My jaw's killing me! If he keeps this up I wont be able to yell at him for it. But I can't get him to stop,_ Spin started thinking of ways to make the older boy stop, feeling his jaw throb with pain. His hands on Leo's thighs stopped pushing, making Leo think he had stopped resisting.

"Oh? Being a good boy now and gonna stop fighting me? That's unlike you, Spin. What's the deal?" The dark teen asked, pulling Spin off and again resting his cock on his soft face.

Spin jerked his head to the side, only to have to shut an eye as Leo's cock moved to rest of his nose and cover the eye. "Ugh. My jaw hurts, I'm not giving in to you! So are we done yet? I'm tired and want to go back to sleep." He complained, feeling precum leak onto his face and start trickling towards his mouth.

"We have Chase's class in the morning, just sleep then." Leo told him, knowing that would be when he slept, too. "You've got a lot to learn, and a lot of training to do if you're going to keep sucking my cock every night, _not-so-mighty mouth_. I don't get off with just that pitiful sucking you were giving. It's going to take longer than that to make me blow, so you have to learn to endure" Leo told Spin, making sure to move his cock around and spread his preseed.

Spin's eye widened in anger, "What do you mean ' _every night'_? After tonight, I'm not touching this unless I'm kicking it!"

Leo tugged at Spin's hair. "Like hell!"

"Yeah, like hell am I sucking you ever again!"

 _This little prick thinks I'm gonna just let him slip through my fingers that easily? I'll just have to make the runt into my bitch!_ The dark teen suddenly dropped to his knees in front of the younger, who gave him a confused look.

_Is he going to suck my cock? I am not changing my mind._

Leo wasted no time in removing Spin's pants, making the boy jump. He couldn't help but grin at his cute blue undies, how they perfectly hugged his bubble butt and clearly defined the adorable erection sticking up in them. He could tell Spin was getting embarrassed having someone stare at him in that state by the way he wriggled around uncomfortably. _He's so cute like this. But he'll get over this soon..._

"H-hey!" Spin whisper-yelled, "Stop looking at me you perv!"

"When your cock and ass look so good? No way! I want a better view than this, so take off your underwear, Spin." The dark boy commanded, rubbing his hand up and down Spin's thighs.

"What!?" Spin gasped. _He can't be serious! I'm not going to get naked in front of_ Leo _of all people! I'd strip in front of Bob before I let Leo see me naked, I don't even want him seeing me like this! He's just being a huge creep._ The younger boy swatted Leo's hand away and glared. "There is no way- _no way!-_ that I would ever get naked in front of you, Leo! So give me back my pants and- AH!" He was thrown off guard when Leo repeated his earlier action and tore his underwear off. Now the fabric looked like a giant blue butterfly, but only for a few seconds before Leo balled the fabric up and put it aside. "L-Leo! Stop ruining my clothes! How am I going to explain this to Big D?"

Leo smirked. "First of all, stop calling him Big D. Only I call him Big D! Secondly," He said, then casually lifted the couch with his Bionic arm and fished a thin bundle of rope from a secret compartment underneath. When he showed Spin, the boy reeled away. "Don't move!" Leo snapped as he roughly took one of Spin's wrists and tied the rope around it, then did the same to the other. The rope was often use by Adam to keep his partners from cumming too soon. That boy had some endurance!

"Leo! Untie me, this is weird even for you."

"Whatever," Leo made sure the restrains were tight, before moving Spin's hands and forcing his legs apart, getting a nice view of his little cock and hairless ball sack. The younger's erection stood at a lacking three inches, which was small even for his age. Leo just grinned at the sight before gripping the thin shaft between his thumb and forefinger. "Aww, little Spinny has a tiny cock, too? That just makes you even more adorable and makes me even better than you." He got that same glare as he poked fun, but now the expression was wavering as he stroked Spin's wiener.

Spin gasped then quickly bit his lips, not wanting to show any signs of liking his torture.

Leo smirked at the boy's cute reaction but quickly got bored of playing with his three inches and wanted to move onto the next step. The rest of the rope was tied around Spin's legs, just above his knees. Now he looked hogtied and unable to reach far, which Leo relished in. Of course Spin was sprouting out questions and demanding to be untied, but Leo wasn't paying any attention to his cries. He knew what kind of reaction Spin would have and wasn't eager to hear the complains and snarky comments, however cute they were. He could only stand so much before getting pissed. So to remove that issue, he grabbed the balled-up undies from the table and promptly shoved the fabric into the chestnut-haired kid's mouth, resulting in a muffled "Ghk?"

 _Are those my underwear? Ew, gross!_ Spin's tongue pulled back away from the fabric. _I've been wearing those all week, they're disgusting! Why did he put them in my mouth?_ He tried moving to take them out, only to be caught by Leo and the rope. _Of course he won't let me. Creep!_

"Ah, ah! I don't need you waking half the academy with what I'm gonna do next. Now get on your knees." Leo told him, making a little hand gesture that told him the same thing.

Spin raised an eyebrow at the command, wondering what Leo could possibly want with that. _Roll over? Why? Does he want to see my butt? He's so weird, but I guess he did say it was cute earlier... maybe he's taking a photo?_

Growing impatient with the spintop, Leo took the initiative and just forced him onto his knees, receiving far less of a fight for some reason. _Is he getting into this...? N-nah, it's probably just because he's tied up now and can't fight back._ When he took a look at Spin's new position, his cock throbbed painfully and he had to bite his lip hard to keep from moaning. Spin's perfect bubble butt sitting there, inches from his face for the world to see. The smooth hills looked so soft and inviting, it took all of his will to keep from plunging in right then and there.

"Fuck you have such a nice ass!" Leo groaned, giving the left cheek a soft smack that made Spin jump and gasp.

_Did he just-?_

Leo's other arm came down on the other cheek, as the dark-skinned teen enjoyed watching the younger's ass jiggle. "Damn, Adam's gonna love this!" He said as he took Spin's ass in his hands and spread it apart to get a nice view of his tight rosebud. The hole was tiny, and Leo couldn't wait to shove his cock into its tightness, or to hear the sounds and screams Spin was going to make as he fucked his brains out. "Arch your back out, I want to see your ass stretch more, Spin."

 _No! Get your hands offa me! ... I can't talk..._ Spin tried moving around to shake off Leo's hands, but it just looked like he was shaking his ass and giving the older boy a nice show. With his legs and arms bound, there wasn't much else he could do.

"Oh damn..." Leo moaned as the boy's slight form squirmed around. His cock got harder, if that was even possible at that point. _Holy shit... this is so hot! It's better than when I saw Marcus making out with Chase._ Distracted, his hand started moving up Spin's leg, with his palm gliding across his butt and trailing along his back. He followed Spin's spine back down. When his hand was close enough, Leo used a finger to trace down the crack, taking extra care to prod at the boy's rosebud to make him jolt. _Goddamn it, I can't wait any longer!_ He used his hands to spread apart Spin's soft cheeks and slid his tongue up the crack. Feeling Spin panic and wriggle, Leo grinned and just kept repeating the action, taking in the new taste he would have to get used to. Soon he stopped licking and started prodding the hole with his tongue, moving it around and threatening to push in at any moment.

Spin soon started sweating. The pressure of Leo's tongue on his hole was getting painful, despite the odd tingling sensation when he licked it. On top of that, his wiener was getting harder and was hurting as the torment continued. _If he keeps this up I wont be able to keep quiet. Why is he even licking back there? It's dirty!_ He jumped when Leo prodded at his hole, before moaning around the gag when the tongue eased up and flicked across his puckered hole.

"You two enjoying yourselves?"

"Adam!" Both boys would have said in unison if it weren't for the gag.

Leo noticed Adam's grin and semi-hard cock almost instantly, and returned the grin. He hadn't noticed the other teen waking up, but now he was he would happily share his catch if it meant getting to watch Adam plow the kid once he was done.

"Now _this_ ," Adam pointed to Spin, who's eyes were wide and begging for help, "Is something I would be happy to wake up to every day. It took you long enough to decide to fuck this kid, Leo. Damn," He adjusted the huge tent in his pants and gripped Spin's chin between his thumb and forefinger, making the boy look up and him. While he inspected the goods, Leo was feeling up his ass again. Adam remembered the first time he had forced Chase to suck his monster of a cock, and had gotten the same look from his brother then as Spin was giving him now. "I've been wanting to mess up your tight little hole for a long time, Spin! But Chase and I agreed to let Leo have you first." He knelt down, "But just between us, you're gonna love my cock more than anyone else's."

 _Oh god..._ Spin swallowed hard.


	2. Mentor

**Summary for the Chapter:**

> Adam joins the fun!

"You two enjoying yourselves?"

"Adam!" Both boys would have said in unison if it weren't for the gag.

Spin's eyes widened with hope. Finally, someone had come to help him escape from Leo's perverted grasp and put this nightmare to an end!

Leo, on the other hand, noticed Adam's grin and semi-hard cock almost instantly and returned the grin. He hadn't noticed the other teen waking up, but now he was, he would happily share his catch if it meant getting to watch Adam pound the kid once he was done.

"Now _this_ ," Adam pointed to Spin, whose eyes were still wide and begging for help, "Is something I would be happy to wake up to every day. It took you long enough to decide to fuck this kid, Leo. Damn," He adjusted the huge tent in his pants and gripped Spin's chin between his thumb and forefinger, making the boy look up and him. While he inspected the goods, Leo was feeling up his ass again. Adam remembered the first time he had forced Chase to suck his monster of a cock, and had gotten the same look from his brother then as Spin was giving him now. "I've been wanting to mess up your tight little hole for a long time, Spin! But Chase and I agreed to let Leo have you first." He knelt down, "But just between us, you're gonna love my cock more than anyone else's."

"Trust him, runt." Leo grinned.

Some muffled groan came from behind the gag after they said that, joined by Spin's head drooping onto the couch.

Meanwhile, Leo's tongue resumed its work. While his hands spread Spin's cheeks and kept the boy in place, his tongue licked around the tight puckered hole.

Adam was enjoying the sight of his brother rimming the cute brown-haired boy tied up on the couch. His hand slipped into his pants, where he started slowly jerking his cock while watching. For a moment he thought about waking up Chase but thought that for Spin's first time it would be best to keep to just them. "Think he's ready to be fingered, Leo? That'd be so hot."

 _Read my mind,_ Leo smirked. Spin, however, was having the complete opposite reaction.

 _Finger!? No, no, no, no, no! Stuff comes out of there, it doesn't go in! Argh, I've just got to get out of these ropes._ He was sweating bullets when he felt Leo's finger press down on his virgin hole, and a groan came from around the gag as the older teen pushed down. _Please, no god!_

"Wait!"

 _Thank god!_ Spin sighed.

There was a moment of relief in the room after that was said. Finally, someone was going to stop this madness and let Spin go. Adam stepped up and took the underwear from Spin's mouth, before tossing them to the floor. If it wasn't for the soft smile the hunky teen offered, Spin would have been screaming.

"Gah...!" Spin inhaled, filling his lungs and glad to have the taste of fabric out of his mouth, but less than thrilled how long it took. "About time!"

Adam chuckled. "What? You didn't think I would leave it there. Underwear go on your crotch, not in your mouth. Duh,"

Trying hard to refrain from rolling his eyes, Spin tugged at the ropes binding his wrists and legs. "Hey, could you get these off me? And him?"

"Hey!" Leo snapped, "Just because Adam's here doesn't mean you can go backing out of our deal, mighty mouth! I don't tell Big D about your mission if you let me do whatever I want to you, and that includes letting Adam watch."

Spin's eyes narrowed. _He can't be serious! I don't want my mentor watching someone do gross stuff to me!_ "T-then the deal's off!"

Before Leo could open his mouth to retort, Adam cut in: "No way, kid! You made a deal so you've got to go through with it." Adam then stripped out of his pants and let an absolute monster hang between his beefy legs, leaving Spin gaping and too shocked to do anything. "I think he needs something to distract him for the first time he takes something up his ass. Remember the first time Chase fingered you?" The cock would have looked more at home on an oversized horse rather than a sexy teenage boy! The head alone was as thick as a water bottle, and already a drop of precum was trickling out from the tip. If Spin thought Leo was big, Adam was on another level! Thick, pulsating veins ran along the side of the monster, all of which just instilled more and more fear into the younger boy's eyes. Adam gripped his shaft and pumped his thick semi-hard cock, quickly making himself hard and Spin want to scream. "Like what you see, Spin?"

Spin's lip quivered as he shook his head. "N-no way! I-I-I don't care if I get in trouble with Mr Davenport, but I am _not_ going near that thing! U-untie me!" He panicked, starting to wriggle and squirm around in the restraints.

The muscular teen just rolled his eyes and flashed that goofy grin of his. If Chase had been sucking his cock since they were younger than Spin, then surely the kid would get the hang of it sooner or later. "C'mon, kid. Just try it." He cooed, waving the thick organ around and just oozing with preseed.

Leo listened to his brother try coaxing the kid to suck his cock as he returned to rimming. Whether it was the heater or the event unfolding that was making Spin sweat didn't matter, but Leo happily licked up the little sour droplets as they formed on Spin's backside. Soon he started getting bored of just licking and decided to stick his tongue inside. He took one last lick up through the smooth, hairless crack before burying his face between the soft, alluring pillows. Spin's body gave a little jolt when his tongue pressed against his tight rosebud but began shaking when it started forcing its way in. It took a lot of effort to push past the tight ring and Leo had to squeeze the boy's cheeks to keep him still.

"H-hey, what is that!? Is that... is that your tongue!? Gross, take it out." The feeling of the wet muscle worming its way inside his virgin hole had Spin's body shaking. He pulled at the ropes binding him in another doomed attempt at escape. He didn't even care about the alluring cock in his face, just Leo's tongue invading his insides. "Ah... what's wrong with you? It's dirty, why are you putting your tongue inside." There was a spike of pain as Leo managed to force in deeper, making the boy whine and yelp.

While his stepbrother prepared the kid for some more fun, Adam had slipped a hand into his shirt and was playing with his muscles and nipples. Even if it was egotistical, he loved feeling up his abs and chest, tracing the cracks in his sculpted form and he stroked his massive cock. His other hand busied itself edging that cock. _I really wanna fuck this kid already. But Leo's gotta get his ass ready to be destroyed by me, so I've got to wait._

"Fuck, you taste so good!" Leo moaned as he stopped to breathe. When he saw Spin's tiny cock and balls just hanging there, he gave them and lick and took one of the orbs into his mouth. A small moan was coaxed out from the boy.

"That's it, Spin!" Adam grinned.

Leo gave the tight hole another lick and prod, before moving a finger into its place and applying pressure.

"Gah! Stop...!" Spin begged, his entire body tingling with a bizarre mix of pain and pleasure as the digit pushed inside. "Please, Leo!"

Ignoring his cries, Leo forced his digit past the tight ring and into the warm tunnel of Spin's rectum. Something about the boy almost screaming out in pain turned him on even more, so he started slowly working his finger in and out as Spin's anus trying to force his finger out. Even with just a digit, it was so tight and hot inside. Leo couldn't wait to plunge his cock deep inside, or to hear the soft moans or screams that Spin made as he pounded his tight bubble butt. Then he remembered that Spin had similar Bionics to Bree, and would heal faster. _No matter how many times we fuck him, he'll be as tight as a virgin after! Oh gosh that's so fucking hot!_

Adam knelt down a little and rubbed the cute 11-year-old's back in a surprise attempt to calm him. "Shh, shh... Calm down, kid. It's starts feeling really good if you just let it. Ask Leo how he was the first time Chase and I did this to him; you're already taking it a lot better." Spin's stinging eyes looked at the mentor, wondering why he was suddenly normal. Maybe it was because he had done it before, or because he knew about the muscles of the body?

"B-but... it- it really hurts..." Spin blubbered, trying so hard not to let himself cry. Even in his state, he couldn't appear weak in front of Leo! _Why is he being so nice to me now? Just a minute ago he wanted me to suck on his... cock... but now he's being normal, or smarter than normal._ The hand on his back was warm and comforting, reminding Spin of Chase's embrace during the storm.

"Yeah, course it hurts. It's your first time!" Adam exclaimed, with his other hand returning to his leaking cock while Spin wasn't looking. _Fuck this kid's cute even when he's crying._ He wanted so badly to see Spin sucking on his monster cock while Leo fucked him, or to go to town on his tight bubble butt. "It'll feel better. We all just wanna have some fun with you while everyone else is asleep. Is that ok?"

Spin still looked reluctant.

"Oh come on. Leo really thinks you're cute, that's why he's so excited to do this." Adam nodded to his stepbrother and grinned at the glare he got. In response, he made some kissy faces and laughed.

Now Spin's face softened as he took in his mentor's words. Could Leo really think he was cute? They hated each other from day one! "But it d-doesn't feel good."

 _This kid's hard to convince. Just like Chase. But he can't hide that he's enjoying it with a cute look like that on his face! He's gonna be a good slut when we're done._ Adam straightened up and offered his massive cock again with a large grin. "C'mon, just have a little taste to distract you."

Hesitantly, Spin admired the huge dick hovering inches from his face. He still couldn't believe that something so big could exist on a human and started wondering how Adam managed to keep his from showing in his tight mentor-pants. It should have stuck out the top of been bulging down his leg while exercising. Must be a bitch to hide. Without warning, Spin's traitorous tongue poked out and stole a taste of the sweet liquid leaking from Adam's slit. _What am I doing!?_ Spin cursed himself. _But... I-it did taste... good..._ Encouraged by the hunky mentor's smile and moan, Spin took another taste, this time savouring the larger drop as it trickled down his throat. So sweet, and a hint of salt. _It's way less salty than Leo's. It tastes amazing!_ He instantly wanted more and to his luck, Adam was offering him the source with an eager grin.

"Oh, fuck yeah. That's right, nurse my cock, kid!" Adam moaned when Spin's thin boy lips wrapped around his throbbing mushroom head.

 _How the hell did_ Adam _convince the Bionic Ballerina to suck him off so quickly? They look like they're enjoying themselves over there... Adam's going to love feeling him scream around his cock when I shove my cock deep in his ass!_ Leo throbbed at the thought. Soon he started searching for that walnut-shaped lump that was sure to have Spin moaning. When he couldn't find it, he slipped another finger past the tight ring.

"Ahh!" Spin groaned around his mentor's cock as a second digit pressed into him. _Could have warned me, Leo!_ He felt Adam's hand on the back of his head, and hesitantly allowed the hunky teen to feed more of the monster cock into his tiny mouth. Like while sucking Leo, he could only take a few inches before gagging around the might girth. "Ghk!"

"Wow..." Adam's eyes were shut and his head hanging back. "His mouth his so warm and tight! How did you keep from unloading in his throat, Leo? I wanna blow just from this."

Hearing that his enduring older brother wanted to cum so quickly and with only a few inches in had Leo's ego inflating a little bit. To hide the massive grin, he began rimming Spin as he fingered. It wasn't long before he brushed across the spot that had Spin's little cock jerk and the kid moan. _Finally, found his g-spot!_

The younger boy's body shook with pleasure. He pulled off and struggled to look back at the teen playing with his butt. "Oh gawd! What was _that?_ "

"That was your g-spot. Or prostate if you're messing around with Chase." Leo explained, before ramming his fingers against the spot and drawing a scream of pleasure from Spin's cute gaping mouth. _Oh you think that's good, runt. Just wait until my cock's deep inside your tight ass. You're gonna be screaming my name in seconds._ Leo rubbed the younger boy's spot for a while, before slamming into it and making him yelp with pleasure again. "Moan for me, runt!"

Unnoticed by any of the three in the room, the sensation of having his g-spot hit like that coaxed out Spin's first dry-orgasm of what was bound to be many.

"Ahhh...!" Spin breathed. After, he could almost hear Leo's lips curling into a smirk. "Your cock tastes so good, Adam!" His grinned at the sexy hunk of a teen before licking up his precum, "Gawd, you're so big. Could you finger me while I suck you off? Would that even be possible?" _That'll teach Leo not to boss me around._

Adam looked at the boy who had been nursing his cock and smiled at the evil grin Spin was giving him. _Even having sex won't stop them from fighting._

Leo thrust his fingers knuckle deep into Spin's rectum with a sullen face. Spin's cute moan made the corners of his mouth twitch, but the dark-skinned teen didn't let himself smile. "I get your ass first, runt! Not him! Now be a good little boy and suck his cock while I slide my dick into your ass." He commanded, standing up and lining his cock up with Spin's virgin hole. Seeing Adam move Spin's head back down onto his thick cock prompted Leo to ease his cock inside. The tight ring squeezing down on his length had the teen moaning. "Ah... Fuck, you're so tight, Spin!" Hearing Spin almost screaming around Adam's shaft made him stop moving to let his ass get used to the feeling.

"Mmn-!" Spin winced, but slowly relaxed, coaxed by the sweet droplets trickling onto his tongue and the cock pressing against his prostate. His eyes stayed clenched shut, but when they soon opened, he gave Adam a curt nod.

Adam grinned. "Go to town, Leo!"

Leo pulled his cock out till only the head was inside, before slamming all seven inches back inside Spin's tightness. As if almost rehearsed, the three boys moaned in unison. Leo's moan was the discovery of Spin's ass being a nice tight fit that hugged his length as he thrust in. Spin's was the deflowering of his not-so-virgin ass while Adam's was breaking in a new untrained mouth.

Spin's moans allowed more of Adam's length to enter his mouth and he tried not to gag as the thickness slid down his throat and blocked his air. "G-ghk-!"

"Gotta try harder than that, kid." Adam said as he pulled Spin off. "Maybe if you take the whole thing I'll take off my shirt and untie you. How does that sound?" He tugged at his shirt and gave a little flex, noticing Spin's tongue poke out and lick his soft-pink lips. His hand guided Spin back down onto his cock, with the younger boy swallowing a good few inches before beginning to bob along his length. "Yeah... suck it, Spinny!" While the boy sucked away, Adam's fingers wove into his mop of hair and eased further into his small mouth and throat. Even if he enjoyed hearing him gag, whenever it happened he let Spin pull off and breathe before he started again. Soon Spin fell into a rhythm, with the younger boy allowed Leo's powerful thrusts to force Adam's thickness into his mouth and throat. _Damn, this kid learns fast! It's so fucking hot to see my little bro pounding his bubble butt while he swallows my cock!_

_Ok, I've just got to get all of it in my mouth and he'll untie me... and show me his body... Maybe Adam will let me play with his chest for a while?_

Meanwhile, Leo was grunting with each thrust into the younger boy. _Goddamn... I've never been in something so tight before! Even Chase, and he's both kinds of a tight-ass._ Spin seemed to enjoy his cock, since each slam dragged out a moan or sexy sound, muffled around the massive organ occupying his throat.

The dark room filled with the sound and smell of sex with each passing minute. The loud _smack_ of Leo's heavy balls slapping against Spin's butt and tiny balls with every thrust turned him on more, only making it louder. The three boys were coated in a thin layer of sweat but they all knew the night wasn't half over.

"Ahh! This is even better than when we double-teamed Chase's ass, huh, Leo?"

Leo smirked, noticing Spin's slight reaction, "Yeah..."

Spin, wanting to prove himself to Adam, forced himself to open his throat wider and swallowed as much of the mentors monster-of-a-cock as he could, taking in a good sex inches before he could feel himself begin to gag. _Come on, come on! Even Bob could do better than this!_ The young boy bullied himself. Soon, through much trial and error, he felt the head of Adam's dick hit the back of his throat. He found his button nose pressed against Adam's shaved crotch and his eyes widened with excitement. _Yes! I did it!_ Spin grinned around the shaft... _W-what're they doing?_

While he had been distracted, Adam had looped his muscular arm around Leo's neck and pulled his step-brother into a deep kiss as they spit-roasted the cute twink beneath them.

Now Spin had a pair of huge cocks entirely buried in both of his waiting holes. Still tied up and unable to move, he could do nothing as the sexy teens made out and moaned from the feeling of their monsters in his warmth. _Oh of course._

Adam eventually pulled away, still paying no attention to the boy whose lips were trapped around his thick cock. Their was a hint more lust in his dreamy brown eyes as he stared at his younger step-brother, probably lost remembering the nights they spent back in Mission Creek filling the lab with sounds of sex. Poor Eddy. Poor Davenport, too! Whenever Chase wasn't involved, no one thought to turn off the security cameras while they were going at it.

"Mhemm!" Spin managed, his jaw aching and his throat stretched. He started finding it hard to breathe just before Adam remembered him and pulled away. A string of saliva hung between Spin's precum-soaked lips and Adam's leaking slit.

"Haha, sorry, little dude." The older boy chuckled, then waved his cock around. Spin's eyes followed it hungrily. "Oh gawd, you're hungry for this thing, huh? Just wait till Leo's done with your ass and you can really see what this thing can do."

A current ran through Spin's spine as he imagined Adam fucking his brains out while Leo violated his throat. _Gawd..._

"Oh yeah? What if I make him love my cock so much that-"

"Fat chance, Leo." Spin injected with a lovable grin, "You're smaller than Adam and your juices are too salty. Hurry up and finish back there so I can try him out!" Both he and Adam chuckled and giggled. The other teen just gave them a sullen look before slamming all seven inches into the younger boy's tightness and making him bite his bottom lip to keep from yelping out a load moan. A small sound escaped him still that brought a wide grin to Leo's lips.

Adam rolled his eyes at the younger pair's bickering and just stroked his painfully hard cock before he felt Spin take the head into his mouth. While the kid still wasn't great at oral, and needed to learn to use his tongue to pleasure his partner's cock, Adam was enjoying the small throat and the warm wetness.

Soon Spin pulled off and bit back a moan. "H-hey, you promised to untie me!" He had almost forgotten, but a strong thrust from Leo made his legs painfully grind against the bindings.

"Oh yeah," The teen removed the ropes and tossed them onto the couch.

"A-and...!" Spin murmured, glad to have his hands and legs free. Instinctively his legs spread apart, allowing Leo to slam his cock in deeper. "Y-you said you would take off your shirt... s-so, uh, do you think you could- I mean you don't have to... but it would be..." He trailed off as a grinning Adam stripped off his night-shirt and flexed his sexy chiselled body to the cute younger boy. "Gosh..." Spin moaned. Unconsciously his hands move to Adam's godly, sweat covered abs and began to feel up the teen. Hearing the older boy's moans as his small hands played with his body brought a soft smile to Spin's lips. _He's so strong and muscular... I should really start to pay more attention in his gym classes if I want to get like that. At least he doesn't care about my stuttering now._ As Leo slammed into his ass, he moaned and started palming Adam's solid pecs and stiff nipples. He planted a tentative kiss on Adam's crotch, getting a smirk.

Leo, on the other end, was liking seeing his sexy brother shirtless again. While his flat chest was unimpressive, he preferred having a thick treasure trail compared to Adam's hairless state. Still, he marvelled at the muscular form and bulging biceps. He had a nice tight butt, too.

"Ah... fuck, your ass is gonna make me cum soon, Spin!" Leo said in between thrusts, his pace beginning to pick up as he felt his orgasm growing. After the hour he wasted earlier trying to get off, this was heavenly bliss to be able to empty a load inside his cute frenemie's tight bubble butt.

Adam, whose hand had been stroking his cock as Spin played with his body, moaned. "Yeah, I think I can give the kid a load too before trying his ass. Lube it up nice for me, little bro!"

 _Cum? They said that before, too. What is it?_ Spin wondered, but found Adam suddenly guiding him down onto his cock. With a little struggle, he took all eight inches down his throat, feeling Adam's cock throb against the wall of his mouth and throat. _Oh gawd, it's getting even hotter inside my mouth. He's leaking so much juice into my mouth, and Leo's pounding my ass so hard! Maybe they're both going to "cum" inside of me... I hope it's more of this juice!_ Spin hungrily began bobbing up and down. His hands gripped Adam's solid ass cheeks and brought the teen in closer, making him grin at the younger boy. Whenever Spin moved up on Adam's length, now using his tongue to trail the underside, he pushed back into Leo, loving how the teen was thrusting balls deep inside his ass and squeezing his butt cheeks.

" _O-OH FUCK!_ " Leo grunted, slamming all of his lengthy cock into Spin's warm depths. Spin gagged a little as the thrust forced him a tad further onto Adam's length. Leo could feel the walls of Spin's ass tighten, milking his cock as Spin spurted out another dry orgasm. Ropes of hot cum shot into the younger boy's no-longer-virgin ass as Leo emptied his long awaited load. "Yeah... take my load, runt..." The dark teen moaned, thrusting out and pumping out every drop he could into Spin's tightness. He soon pulled out, managing another rope that sprayed across Spin's deflowered hole and lubing it up for Adam's assault.

"Fuck yeah, cum in his tight little ass, Leo!" Adam cheered, moving the younger boy along his shaft as he did. When Leo was done and let his limp cock slide out of Spin's ass, Adam grinned. "Ready for my load, Spin? Better drink it all or i'll have to punish you!" There was a little twinkle in the twink's eyes. The mentor's grin couldn't get any wider and he started to fuck Spin's face, quickly forcing the kid to bring him to the edge. "Holy gawd, here it comes!" Only a few moments later, the older teen let his load explode into Spin's throat and mouth, taking the boy by surprise and almost making him choke. Nevertheless, Spin endured and swallowed the thickness pouring into his throat. Usually Adam could have lasted for at least another hour, but he knew Spin wouldn't hold out that long before his jaw started to hurt, and he wanted a go at going to town in Spin's tight ass. He would be surprised to learn Spin's healing.

When both teens fat cocks finally has exited his body, Spin almost collapsed onto the couch. His wrists glowed a soft red and his jaw ached from the sheer size of sucking a monster like Adam. The odd new salty taste on his tongue reminded him of Leo's preseed, only tastier and less bitter like his attitude. His slender form was still shaking from pleasure, and the now puckered hole gaped a little.

"That..." He breathed out in a whisper, "Was so cool! Can we do it again? Please say yes. Please!?" Spin was almost begging, wanting to feel Adam's cock invade his hole. Maybe even let Chase have a go at him while they were at it.

Leo sighed, his chest heaving and sweat dripping off his forehead. "No way. Not yet, might ass... Soon,"

Adam just snorted at his brother. His eight inches was still standing hard and proud, "Sure thing, kid, come here and sit on my cock so I can see your cute face while I pound you." He hopped over the couch and settled onto the white leather. He patted his thigh, signalling for Spin to straddle him.

A little too eagerly, Spin rushed over and swung a leg over Adam's. He lifted the other onto the couch, now sitting in Adam's lap pressing the older teen's cock up against his muscular chest and watching him coat himself with precum. "Wow..." He whispered, lining up both their cocks and seeing the dramatic difference. _I hope I can get that big... Now that I think about it, Sebastian sometimes had something big stuffed in his pants... oh gosh!_

To distract the boy from his overwhelming monster-of-a-dick, Adam gave Spin a quick peck on the lips. "Hey, why don't you play with my chest for a while so I can suck some cum off Leo's cock?" Both younger boys lit up and happily nodded.

"Really Adam?" Leo raised an eyebrow.

"Yeah, sure! C'mon, get up so I can suck off your hot cum." He moaned as Spin's hands started exploring his chest. The younger boy's small fingers slipped into every crack between his solid muscles, and his hands were far too small to wrap even half way around his arms. Soon one of Spin's hands travelled to his pec and nipple, while the boy moved in and started licking and tugging at the other. "Fuck..." The mentor took his brother's cock effortlessly into his mouth, enjoying the salty white liquid coating it. He didn't swallow, having plans for it later. This made it harder to suck on Leo's lengthy cock, but he managed to take the length and pleasure his dark-skinned brother nonetheless. When Spin swapped nipples, he didn't feel the kid's hand attack the other. Instead, Spin reached up and began playing with Leo's hairy, low hanging balls, making the teen moan and giggle.

"Oh..." As his older step-brother sucked away on his length and Spin played with his balls, Leo moaned and propped his leg on the top of the couch. Adam's talented tongue flicked and wrapped around the head of his cock and Spin's small hand moved to stroke his shaft, quickly making the dark teen hard as rock again. _Damn, both at once!? This isn't fair, they'll make me cum again before I can stop them._

There was no need for them to be told to stop because as if on command, both stopped their assault and let him go. Leo whimpered at the loss but said nothing. He sat down and started stroking his cock while sliding a finger in and out of his ass.

"Ok, kid. Ready for this?" Adam asked, lifting Spin up and aligning him with the thick head of his cock. Spin whined when he was pressed down on the tip. Already it was stretching him.

"Y-yeah... I'm ready."

Not wanting to wake anyone with the younger boy's screams, Adam quickly pulled him into a deep kiss before slamming the kid down and forcing his entire length into his warm, cum-filled rectum. _Holy-! Leo wasn't lying about this kid being tight as fuck! Oh I'm gonna love this ass!_ "Mmph-!" Spin gasped through the kiss, his ass stretching and his little body on fire. The tongue sliding into his mouth was unfamiliar but he welcomed it to distract from the pain.

"Yeah, go deep, Adam!" Leo roared.

Spin's thin arms hugged Adam's wide form as he tried to keep himself from getting off the mentor's monster. Slowly the pain ebbed away, replaced by a similar pleasure that Leo had provided with his thinner cock. A few moments later, he cautiously lifted off a few inches before lowering back down. Adam's fat cock pressed against his prostate, making his body tingle with pleasure and him his lip. Some sound between a whine and a moan escaped.

"Fuck, such a tight ass! The boys in the gym are gonna love having a round or two with you, kid." He was turned on by the thought of his musclebound students pounding Spin raw. _Gotta arrange that._

Spin, too, was having that thought. So many huge dicks filled him with fear and excitement, especially when Adam was added in. "Your cock is _really_ big, Adam. It feels so weird in my ass, but good, too!" He quickly added, fearing he might upset his mentor.

"Try moving,"

With some difficulty, the young boy managed to lift up off of the cock, leaving only the head. It throbbed inside, leaking warm precum into the already cum-filled cavity. Spin eased himself back down, feeling the shaft stretching his virgin-tight ass again. A small groan left his lips, and he rested his head in the crook of his mentor's neck. Adam's moans made his little wiener twitch with excitement, and in the corner of his eye he saw Leo pumping his cock at a fast pace. _Aw, poor Leo's getting no attention. I could suck him, but he can suffer for forcing me to suck him!_ "Mm, so big..." He moaned out, slowly getting into a rhythm of moving up and down along Adam's monstrous shaft.

"Goddamn..." Adam grunted, finding it hard to keep from fucking the kid senseless too soon. No one he had ever fucked had been so tight, and it took him by surprise to feel the younger boy's ass tightening again and again. "Oh god, your ass feels amazing, Spinny!"

Spin soon wrapped his arms around Adams neck and started making out with his mentor, allowing Adam's bigger tongue to explore his mouth. His own took a quick look before being pushed back as a lust-driven Adam made out with him. Spin pulled off for a moment to whisper: "Fuck me harder..." Before closing the gap between himself and sexy hunk.

 _Oh hell yeah!_ Adam firmly gripped Spin's soft cheeks and roughly rammed the young twink down on his rock-hard cock, making Spin scream out in pleasure. "You like it rough, huh, kid?" He growled, then slammed his cock in and out of the boy's tight hole.

"Ah! Fuck me, Adam!" Spin couldn't help himself from shouting, but managed to shoot a cheeky grin at Leo.

Relentlessly, Adam pounded away at the welcoming tight ass sitting on his lap, relishing in the overwhelming warmth and loving the way Spin's bubble butt squeezed down on his shaft. _It's hugging my cock so well! It's like this kid was just made to be fucked by a huge cock!_ Even after cumming one, the sexy teen hadn't dipped in speed or strength. In fact, Spin felt he was going to pump a bigger load of cum into his ass by the time they were done. If he could even last until Adam was satisfied enough to blow. "God, you're so fucking cute and tight, Spin. You're taking my cock so well, maybe we could even try you with two cocks next time we have some fun." Adam grunted. He imagined he and Chase both fucking Spin's tightness, the younger boy's ass hugging their fat cocks perfectly as they rammed in at different times, making sure his ass was never without a dick before they both thrust in.

"Would you and Chase fuck me together? That would be so _hot!_ " Another evil grin at Leo.

"You read my mind, kid." Adam slammed him down, hitting his prostate harder than ever.

"OH FUCK!" Spin's slender body quaked with utter pleasure as Adam pushed him over the edge. "Fuck me, harder Adam, harder!" Something wet pumped out of his tiny cock and into Adam's lap, going unnoticed to all bar Leo, who quickly stole it away and licked his digit clean.

Adam's grin couldn't grow any bigger as he pounded the kid's twink ass without thought, making him moan and scream with every thrust. His talented cock perfectly hit his sensitive spot each time he forced his cock inside, and knew the Spin was having dry orgasms every few thrusts. He could feel it whenever Spin's ass clenched down around his shaft, milking his dick for all it had but still being denied any cum. Aside from the thick load already buried deep inside. "I'm gonna fuck your sexy ass until you can't walk for a week! You won't be able to live without my cock inside of you after tonight, you'll be back and begging for it every night." He grunted as he slammed against the boy's prostate again and again. He looked across at Leo, who was pumping his cock even faster as he watched the two sexy boys in front of him fucking. "Why didn't we just fuck this kid from day one?"

"I wanna see you fuck him standing up." Leo said, getting close to orgasm again.

"Yeah? I'll turn him around so you can suck his little dick while I fuck his tight ass." Adam roughly spun Spin around then hooks his hands behind his legs, pulling his knees up to his shoulders. He then stood up with the kid still impaled on his throbbing member. Spin quickly moved his arms to grip Adam's neck, too lost in pleasure to argue. "Come on, Leo! Make him cum." He commanded as he started to move grind his hips, moving in and out of Spin's ass only a few inches, but still enough to rub against his spot. While Spin moaned, Adam craned his neck and planted a deep kiss on his young lover's soft lips.

Leo wasted no time in getting to his knees and starting to suck on Spin's tiny cock. There were still a few small droplets from his first wet orgasm for him to hungrily lick up before swallowing his little cock and balls in one gulp. His trained tongue did most of the work, and Spin's size made it easy for him to tease the younger boy's cock without having to bob along his thin shaft. It didn't take long for Spin to cum again from the duel torment.

"Ah... P-please... cum in me." Spin begged, wanting Adam to fill his ass again.

 _He's a little slut for cock now, huh?_ Adam was more that happy to comply, and with a final powerful thrust, he shot another load as deep as he could into the younger boy's tight rectum. His hot cum flooded Spin's ass and leaked out before Adam was even done pumping his seed. The teen loved the feeling of Spin's ass milking his cock, he swore he came twice in that moment. Soon, he pulled out with a loud _pop_ then eased an exhausted Spin onto the couch. Even Adam was spent for the night and would soon return to his capsule, leaving Leo to find a place to sleep. But before that, he saw Leo standing over Spin and grunt, before shooting his final load for the night across the now sleeping boy's cute face. While a hot sight, it was a little indecent.

"Weird, dude." He said.

"Whatever," Leo shrugged. Instead of curling onto the couch or finding his clothes, Leo started searching the room for something. "Remember when Douglass was looking through everyone's Bionics and Chase found an app in some of the boys? I wanna turn Spin's on." Since he had first found out about what the app could do, he had been eager to try it on one of the students without Chase knowing. He would surely flip if he discovered they were using students for sex, even if it was with consent.

"That app? I thought Chase said never to use it?" The older teen replied as he cleaned Spin and pulled his pants back up. His underwear and shirt were a no-go. They would find something in the morning.

The dark-skinned teen finally found his brother's tablet. With a grin similar to that of Spin, Leo started fiddling around with the device, soon finding Spin's Bionic structure. Out of the hundreds of students, Spin's list of abilities was the most lacklustre. Only one ability and one app, and the app wasn't even unique! "What Chase doesn't know won't hurt him, Adam." He replied, switching on the app.

For a moment Spin's eyes snapped open, shining with a violent green light before closing again and the boy let out a snore.

"Ok, I like breaking some rules. Besides, as if shorty can stop us." Adam just smirked, looking over Leo's shoulder to see what the app could do. "Oh... Spin's gonna hate us for this!" He said, but couldn't stop smiling.


	3. Bathroom Anitics

**Summary for the Chapter:**

> Spin gets some help in the bathroom

"Ngh! Holy shit your ass feels so good!" Adam grunted as Spin bounced along his shaft, moaning like a little slut. They had woken up early and were eager for another quick round before finding some clothes and splitting up for class. What the younger boy didn't know was that the app had been activated the moment Adam stepped out of his capsule. All Spin knew was that he was hard and needed a cock up his ass. With Spin's tightness milking the mentor's cock, Adam didn't have to last long. He was quickly on the edge and ready to shoot before his siblings woke up. Leo, for one, would be livid if he saw them like that without him. That made Adam smirk. _Leo can have a turn at his ass after I've filled him with a load of my hot spunk! God, it's gonna be soon!_ Adam bucked up into the younger boy and grunted. "Ahh... fuck. I'm gonna blow another load inside your ass, kid. Ok?"

Spin just smiled and moved faster, wanting to feel Adam shooting inside him again. "Yes, please! Gawd I love your cock!" Even if it hurt, the feeling of a cock in his ass felt incredible and he knew he would be coming back for more.

" _C-cumming!_ " Adam hissed, before gripping Spin's face and forcing the younger boy into a deep kiss and he slammed down on the now exploding cock. He could feel Spin moaning around his lips, knowing the boy was falling in love with the feeling of his hot cum pumping into his small body and leaking from his virgin-tight ass.

The pair quickly finished and cleaned up, with Adam finding a quick replacement shirt for Spin but left him to go commando. Meanwhile, he dressed into his white mentor uniform and unlocked the door.

"Thanks."

"See you after class?" The older boy asked with a dirty grin.

Spin pursed his lips and turned towards the door. He had recovered from his sudden burst of cock lust and needed to be his normal self again. Spending every night having his ass pounded by the Davenport brothers wouldn't do him much good, even if it was the best feeling in the world. Besides, that would give the dark boy power over him that he didn't deserve. "M-maybe. I... I've got to get to the dorm before everyone wakes up," _I don't want to say no. I really want to have him fuck my brains out again right now..._

Adam raised an unseen eyebrow but said nothing. The App's first field test was successful, after all.

The younger boy left with a smile, feeling a fresh load sloshing around inside his ass.

* * *

With his stomach still warm with cum, Spin re-entered the student dorm, shivering in the cold. Who builds a virtual bedroom underground? As he wandered inside, the boy felt his little dick still standing hard and was overcome with the temptation to see what some of the others in the dorm looked like without their pants. _I don't know if I should. What if they wake up and think I'm a weirdo like Leo? B-but... I really want to see how big or small they are. Maybe I'm bigger than someone!_ While his mind argued, images of the different sizes of the other boys cocks raced through his horny little mind. Did they have a slight curve like Adam? Were the heads thick or thin? Wide or long? Could one even be bigger than Adam?

_Fine! One peek!_

The closest boy didn't react to his capsule opening, or the younger boy's soft palms feeling up his chest. Spin noticed that the teen's lower body was hairy while his chest and pecs were bare and smooth. Soon Spin's hands moved down and gently tugged off the pants. What greeted the brown-haired boy was disappointing. Whoever the teen was, he wasn't hard. A soft cock that failed to react even when given a careful lick.

_Geez, I thought that made them hard. Hope the next one's better._

They weren't. But both even flaccid were longer than Spin's tiny wiener. _What's that thing Chase said? Third time's the lucky charm or something like that? Whatever,_ Spin opened the third capsule and didn't even bother to bat an eye to the face of the teen that was being violated. To his excitement, this one was hard. _Ok, so he's smaller than Leo and Adam, not too thick either._ His small fingers traced the shaft and moved the organ side to side. _Oh cool, it's curved! I wonder how it would feel to be fucked by a curved cock like that... would it hit my thing even better than the others? And his balls have hair but the rest doesn't. I wonder why he does that._ There was an unnoticed movement by the teen, who was stirred out of his slumber by the tickling of Spin's training hands. Being fondled by a cute young boy this early in the morning made it hard to keep from moaning, especially when the kid decided to lick the head just to see how he tasted. _Yeah_ _, he's less salty than Leo too. Not as sweet, but it still tastes really good! Urgh, what is wrong with me?_ Spin discreetly put the teen's pants up and carefully closed the capsule before climbing back into his own.

Not even five minutes passed before "Come on, wake up! You're wasting day light, get to class!"

 _Urgh... Chase._ It felt like the whole room was thinking that.

* * *

By the time class had actually began, everything had seemingly returned to normal. The only difference was that Spin was taking mental notes on the boys in the Academy, eyeing off the morning wood so many of them were trying -and failing- to hide. Logan was particularly bad, he noticed. The beefy boy shambled around constantly shifting his obvious erection. Since they shared the same fitness class in the morning, he and Leo were bickering from the moment they saw each other.

"Morning, _mighty mouth_." Leo said sharply. Obviously he was insulting Spin's oral skills.

Spin rolled his eyes at the older boy, but he was glad things went back to normal so easily. "Whatever, Leo. I just hope you're ready to lose in our treadmill race _again!_ "

"Oh you're on!"

As with every class, the two stepped onto the treadmills, eyes locked in an unending glare. By now their bodies knew what to do, so without looking they turned on the machines and started jogging. The belt moved at a slow pace at first, acting as a warmup. Each step the two boys made were in sync, never missing. Their eyes stayed locked on as the belt picked up some pace. A few students stopped to watch the pair, with some pretending to exercise while they stared at the young boys challenging each other. It didn't take long for Bree to realise more than half of her class' attention was on her brother and his rival but she remained silent, only paying working students any attention.

"You're gonna eat my dust this time, runt!" Leo claimed with a grin. _With the app I can't lose to him!_

"As if! You lose almost every time we race. Just give up already punk!"

"I do not!" Leo wanted badly to activate the app after that, but the class knew Spin would never lose so soon. After taking a deep breath, he turned up the speed and the younger boy mirrored. They quickly broke into a sweat as time went by, but neither dipped in speed. "Come on, I've been running away from things my whole life. You've got no chance to win."

"Oh yeah? Running away from the _scary monsters_ under your bed, huh, Leo? Or the monsters under the couch," The surrounding group chuckled. "Gonna go cry to _mommy_ or _daddy?_ Maybe he'll go cuddle up to Chase and Adam!" Another round of laughing ensued, only making Leo's scowl deeper.

Leo turned up the treadmill to the highest setting -except from the settings reserved for the speedsters. Fed up with the group laughing, he would try to keep up the pace despite having never gone that high. _Goddamn it, I can't keep this up long! It feels like my feet are going to burn off._

For a moment it looked like Spin wasn't going to challenge the speed. _Is he serious?!_ The younger boy's eyes were wide with fear as he contemplated upping the speed. Just how fast could his little legs manage before collapse? But with all the other students almost chanting for him to press the _Speed +_ button, Spin reached out and pressed down on the rubber. Instantly the belt quickened, almost sweeping him away. He quickly gripped the handles to help regain his footing and balance, before letting go and trying to keep up. "You... ready to... g-ah!... g-give up!?" Someone shouted for the two to just give up, but whoever it was went ignored by the bickering teens.

"Not... gonna... hap- _pan!_ " Leo almost slipped, but managed to stay up.

 _He almost fell! If I win, I can hold this over his head forever. I've never lost on a speed after I beat him at it... The only time he'll be faster than me is doing whatever we were doing last night._ Spin smiled triumphantly, with his rival taking notice.

" _No..._ " The dark-skinned teen felt his body giving in, and Spin was still going strong. Trying hard to focus, he felt around in his pocket for his phone. Even with the eyes on him, he discreetly typed something into an app and seconds later Spin went crashing to the floor in a sweaty heap.

"Ow... W-what happened!?" Spin snapped as someone turned off the treadmill. That's when he felt his wiener was hard as rock -and painfully so. In fact, his whole body was tingling with the sensations from last night.

"Aw," Leo cooed with a sly grin from ear-to-ear, "did little Spinny fall off?" In spite of his tease, he extended a hand

The younger boy glared, swatting away the older boy's hand. They both knew he would just pull away if he tried to take it. _Why am I hard again? It's not like I was thinking about getting fucked again..._ "Yeah, so what? Gonna gloat about beating a child? Remember how that turned out last time with your girlfriend?" Leo's eye snapped to Spin's hand, which was inching towards his ankle while the boy grinned.

"No." _Asshole._

* * *

Second period rolled around and Spin's erection subsided as quickly as it came about. Not surprising as the teacher was Chase. As cute as the short but lean mentor was, he could bore a scientist to death in a single sentence. Talk about boner killer... or so he thought.

"Um... C-chase...?" Spin's voice was hardly a whisper. His hand was held up. "Can I go to the bathroom?"

"Spin!" Chase snapped, anger in his eyes at having to stop teaching. "That's the third time and it hasn't even been half an hour. So no! Now stop fidgeting and pay attention, before I give you detention."

The younger boy winced and tried to keep his hands at his side, but he struggled to sit still. It had only been about ten minutes into class when his wiener grew hard again, and this time it refused to leave. The tingling sensation of his arousal made sitting in the class unbearable and he had been forced to excuse himself twice to try and release. The lack of a cock in his ass made it impossible to even dry cum and he couldn't find Adam or Leo to satisfy his needs. "Sorry..."

As Chase started droning on about calculus, Spin rubbed his legs together and murmured through his lips. _Why won't it just go away? It's starting to hurt!_

"Getting hard, kid?" One of the boys next to his table asked, "The teach is kinda hot, isn't he?" Spin couldn't figure out if he was teasing or being honest. Either way he wished he could just sit on the boy's dick.

"G-gross!" The spin-top tried focusing on his work, but found the bump in his pants impossible to ignore. It felt like some kind of liquid lust was coursing through his veins and making him crave cock. As he started imagining getting pounded raw by a huge dick, he scribbled away in his book and his free hand slipped into his pants. He ignored the boy snickering and pestering of "Jerking off while thinking of our teacher like a little perv? Wow. And I thought you looked all cute and innocent,". For all Spin cared, the guy could either sit there and tease or fuck his tight ass. He chose wrong. When Chase finally turned around, both boys stopped and pretended to be working, staring at their books. Spin realised that in his haze of lust, he had been drawing dicks all over his page, completely covering his exam notes. _Maybe I can pay this guy off by sucking his dick?_

"Here, kid." The boy slid over his book, making Spin frown. _Guess not._

Somewhere in the academy, Adam was grinning at the monitor in his hand. The security feed showed Spin struggling with the hardness in his pants and need to be fucked. Of course, he was in control of the boy's issues through the _Incubi App_. He grunted from Leo's talented tongue around his dick, before entering the app. Usually control apps were unique to _commander_ type Bionics, but he was capable of using the app. _20%_ rose to _35%_ and Spin almost screamed out in need.

"AH! Please let me use the bathroom!" He begged, standing up straight. Luckily he was small enough so his erection didn't show.

Chase glared intimidatingly. Above all else, he hated classroom interruptions. "Just what are you doing in-?"

Spin tried his best to look like his bladder was about to burst when Chase turned to look at him, and it seemed to be working. "Please!"

"Five minutes. Now go."

The unnaturally horny boy ran as fast as his little legs could go into the closest bathroom, forgetting this time to lock the door. The aching in his pants only grew worse as he stripped naked. A groan escaped as he wrapped a hand around his tiny wiener. Being denied even for five minutes had been purely excruciating, especially with the other boy's snarky comments every five seconds. "Ah... Come on, just cum already! I've only got five minutes," He begged, picking up pace that only caused discomfort and pain. _Maybe if I finger myself this'll work..._ Cautiously, a finger found its way to his puckered hole, which was still full of Adam's load from earlier that morning. Just thinking of their activities and Adam pounding his ass raw had his inches tingling. The finger probed around inside but quickly proved to be unsatisfying. Too small and thin, nothing like the hunky mentor's monster "Damn it! This is more useless than Leo! At least he could fuck me."

"Oh, so you're into him too, huh? Gotta admit, not my type. Too winey," The boy from class was now leaning against the wall and supporting a pretty obvious hard-on. "But you, on the other hand, are cute as fuck. Name's Andy. And _yes_ , you can suck my-"

Spin was on his knees and undoing the other boy's pants before he could even finish talking, desperate to get a dick into his mouth. He didn't care about being in a bathroom, or that anyone could just waltz in. They could join or continue on with their business, just as long as Spin could relieve himself of his unshakable need.

"Damn, you are eager, kid!" The boy, who's name turned out to be Andy, chuckled.

"Yeah, yeah. So what?" Spin struggled with the unwilling zipper, almost managing to snap the thin metal. "Why won't your pants unzip? They're so annoying!"

Andy swatted the rushing hands away from his crotch so he could undo the zipper and give them both what they wanted sooner. A smile broke across the teen's handsome face when Spin's hand went for the hem of his pants, before being stopped again. "Hey. If you want any of this, you're gonna have to give me a little bit of a show first, or at least play around a little before you can see it." While he knew that the younger boy would be mad at the request, Andy enjoyed teasing. "Come on then,"

 _Urgh, this guy's going to piss me off fast._ Reluctantly, Spin asked what Andy meant by a show, though the younger boy suspected he just wanted to see his cock but that couldn't be it; he already seen the goods. Playing made even less sense. _He already saw me playing with my cock and fingering myself! Why does everyone now more about this than me? Even Leo! Was I sick that day? Gawd I need to be drilled by a hard cock badly!_

"I mean play with that little cock of yours for me. It's so hot watching you wanking, even though you're really small for your age. And finger yourself too! Show me just how much you want my dick and then I'll let you play with it." _This was way easier than I thought. Man he's so cute and sexy!_

Cursing the older boy for denying him release, Spin moved back onto his knees, spreading his legs open to grant easy access to the still leaking hole. Being watched by a stranger oddly enough had the boy's little wiener tingling with excitement, distracting Spin from the faint scent of urine in the room. Still, the younger boy avoided the other's gaze. Now he knew that giving a little show would provide the release he so badly needed, Spin wrapped a hand around his thin shaft and began moving back and forth. Quickly the older boy's face grew solid, obviously bored. _Why's he making that face? It's like when I was teasing Leo with Adam. What does he want from me, I've done this, like, twice!_

"Stop."

"What?" Spin snapped.

"Really? You're asking why I want you to stop?" Andy replied and shifted his crotch, "It's so boring doing it like that! So robotic, just back and forth. Even with your cute face and body I'm getting softer watching this." His crotch had shrunk a little and grown less tight. This made the younger boy worried about losing his chance.

"So what'd you want me to do? I've only done this a few times before so it's not like I know what I'm doing."

Andy just rolled his eyes with an annoyingly smug grin. _Wish I had a dildo so I could watch this kid fuck himself. Maybe I can teach him to suck himself, if he's even flexible or long enough to do that._ "Look, how about we just skip to playing, yeah? Ever played the game 'Simon Says'? I say Simon Says and you have to do _whatever I tell you_. Got it?"

"Whatever you tell me? Why would I do that?" Spin questioned, "I just wanna suck your dick!"

"Too bad. You want my cock, you play my game. Easy as that." Again the older boy was smirking, clearly knowing Spin was too desperate to refuse his demand. The way Spin averted his gaze and pouted told him that much. "So, first... Simon says... Show me that tight ass hole of yours."

Spin made a face as he turned on the strangely clean bathroom floor, still on his knees and having to use his hands for support. Andy made a sound of approval when the younger was facing the other way, enjoying the view of his naked bubble butt, ready for the taking. Both boys wished they had more time. Although he hated following someone else's commands, Spin leaned over and used a hand to spread his soft cheeks, giving the older teen a decent look at the tight hole he badly wanted. However, with his position, Spin couldn't do anything other than hold one cheek apart and only show a little bit of his rosebud, getting a grunt out of Andy. _What now?_

"Come on, you can do better than that! Spread them wider!"

The twinky boy was about to do as he was told, but remembered the rule of the game. "Hey! You didn't say Simon Says! I thought you knew how to play this game."

"Whatever, Simon says open wider!"

Glaring, Spin moved against the wall and used both hands to further spread apart his soft butt cheeks. The tight hole loosened for a moment long enough for a drop of Adam's now cold cum to leak out and trail down to his raging hard wiener. He swallowed hard, knowing Andy saw it.

"Oh? Been with someone already this morning? Gawd, that's so hot! I can only guess it would be Leo as you mentioned him earlier. Didn't know you two would be going at it so early in the morning, though it does explain why your like this. Is his cock that good?" Andy found himself wondering about the dark-skinned boy's cock. The shape, size and taste all had his mouth watering, even if he didn't fancy the boy himself. Chase, Adam or Spin were far better catches. _Hope I can try for a foursome with them eventually. Or even just a threesome with one of them and this little cutie!_

Spin opened his mouth to snap some witty remark, but nothing came out. While it wasn't Leo's spunk, there had been a load from the dark boy pumped into his little ass the night before. In an attempt to keep some pride, he managed to say: "Leo's little cock is nothing! I bet he only wanted me because his girlfriend said he was too small so only a smaller ass would feel anything." _I can't tell him it's Adam's cum, he's our mentor!_ He jolted and bit his lip to keep from moaning when Andy's hand started massaging his back and butt. "Mmh!" That same tingle ran through his slim body at Andy's touch, making Spin's small cock jump with excitement. The older boy's hands were gentle as they felt up the little boy's soft skin and stretched his little hole open for more of 'Leo's' cum to flow out and drip onto the floor. When a drop of spunk leaked onto his thumb, he licked up the salty substance.

"I don't mean to call you a liar kid, but there's no way Leo's cock is nothing special if it's gotten you horny enough to do this with a complete stranger." _Should I tell him he was feeling up my cock and licking it this morning? Nah._ "And he would have wanted you because you're a sexy little twink with a nice bubble butt and a cute face. Gawd I would love to fuck you raw, but a quick blowie will have to do. Maybe we can meet up again some other time for some real fun."

Spin's eyes widened with excitement. "Does that mean-?"

"Nope, not yet, kiddo." Andy cut in, still smirking.

"You know, before five minutes are up I am going to suck your cock, you're going to cum and so am I. Why keep us both waiting?" The younger boy pleaded, still trying not to moan as the older boy played with his butt. By now his hands were against the walls, letting Andy spread his cheeks.

"Simon says stop asking."

The younger boy gaped. "But-!"

"Simon says no talking!" Andy snapped, giving the twink's ass a firm spank. "Better."

 _D-did he just slap me? I... Why did... I can't believe it, he just slapped me like I'm a little kid in trouble! He can't do that!_ Spin was about to speak up when another hand collided with his ass, this time sending a jolt of pleasure up his spine. "Ah! H-hey-!"

Andy shot a playful glare and spanked again, a little harder because the boy disobeyed his order. Usually he wasn't into the rough stuff like that, but Spin seemed to be enjoying it. "I thought I told you not to speak? Or do you need another spank?" Getting a shameful nod from the younger boy, he happily obliged and spanked the soft ass cheeks again, enjoying the way Spin moaned and moved closer to the wall. Soon the boy's cheeks were turning a soft red. "Ok, that's enough. Now Simon says finger yourself and suck the cum from your fingers." A quick glance at his watch told Andy they had about three minutes left. "And be quick about it!"

 _Is everyone in this school such a perv?_ Despite the thought, Spin was more than happy to follow his new command, even at the loss of his new pleasure. Maybe it would be best not to mention that one to Adam.

 _Holy shit, I cannot believe I'm about to witness this! Who would have thought that all it took to get this kid to do whatever I want would be to play Simon Says? Gawd, he's so small and sexy!_ Andy wanted to pull out his cock and jerk off while watching the kid, but refrained as that was Spin's prize.

With the older boy struggling to keep his hands by his side, Spin reached around and guided his small fingers to his hole. He moaned at his own touch, with the tight anal ring twitching in anticipation. Using the already leaking spunk as lube, Spin eased a digit inside. "Ah..."

"You alright, kid?" Andy wondered if it was a moan of pain or pleasure.

"Y-yeah... My body heals fast so I have to get used to it every time." Spin breathed, "Luckily my fingers are small..." He started moving his finger slowly, enjoying having someone watch him pleasuring himself. Every time it felt like his body was relaxing, it tightened up again and drew out a small grunt.

The older teen rubbed the raging hard-on in his pants, groaning from the sight.

Soon Spin paused to lick the cum from his fingers as the command said, glad to find his ass was keeping it warm.

"O-ok..." Andy grunted, on the edge just from rubbing, "Simon says stick out and let me taste that cute bubble butt of yours!" _I wonder how he tastes, or will I just taste Leo's cum?_

The younger boy did as he was told and leaned against the wall with his cute butt sticking up in the air. He shivered at the feeling of the other teen's warm breath on his back and gentle hands feeling up and down his sides and legs. Soon Andy's hands moved to the spot he was eager to violate, prying the soft marshmallows apart for a nice view of the very pink hole. _So cute! Like a tiny cherry._

Spin bit his lip as a thumb pressed on his hole, threatening to push inside and give the pleasure he wanted oh-so-badly.

 _Looks like the kid wants me to finger him. He's a lot less... feisty like this, huh?_ Deciding to deny the snappy-boy, Andy ran his tongue the length of Spin's crack, causing the younger boy to moan.

"Mm... fuck!" Spin's slender body shook. Andy's tongue alone had his little wiener twitching.

A grin was brought to Andy's lips when he drew the word from Spin's mouth. Something about hearing the cute little boy saying such a bad word had Andy's cock throbbing. "Naughty Spin!" He smirked, pulling away and spanking the younger boy's juicy bubble butt. "A kid shouldn't be using a dirty word like that, even if it sounded so fucking hot! I think you deserve a punishment for that, don't you?" Without waiting for Spin to answer, Andy leaned in and mercilessly probed the boy's rosebud with his tongue, getting a good taste of the sweet cum from inside. He smiled ear-to-ear, relishing in Spin's taste. Even as the opening tightened around his organ and tried to force it out, the handsome teen continued to tongue-fuck the young boy's hole. More and more cum poured into his waiting throat, with a drop or two leaking down his chin. The cute noises Spin was making only made Andy drive his tongue deeper into the tightness.

Spin couldn't make out a single word, barely managing to stay standing. _His tongue feels amazing! It's better than Adam or Leo's, and bigger, too! He's going to make me cum without even touching my wiener..._

"Damn, you taste so good!" Andy groaned.

"Ngh..." The spintop reached for his wiener, only to have his hand slapped away.

"Did I- Simon say you could touch that? Put your hand back on the wall. Yeah, good boy." A hard spank had the younger boy obeying the command, joined by a traitorous moan. Andy smirked. His strong tongue circled the cum-filled ring while the handsome teen massaged Spin's soft backside.

Spin grunted as Andy went to work pleasuring his tight hole and butt. They only had a few minutes before Chase would be hunting them down, but now the other boy was refusing to let him jack off. The painful throbbing made it hard to obey. _Ugh... I really need to get rid of this erection and go back to class... but his tongue feels so good!_ "Ah! P-please, Andy!"

"I dunno..." The teen smiled wickedly. While he was enjoying the taste of Spin's sweet hole, he too was anxious about the time. _There's always more time to fuck the kid later._ He assured himself, before lightly spanking the younger boy and straightening up. He sighed, "Whatever. Simon says play with my cock, but no peaking."

"What?" Spin glared, "How am I suppose to make you cum without sucking it?"

 _Wow, he really doesn't take well to foreplay, huh? Jeez, I've got a lot to teach him._ Andy thought, even with no prior experience himself. "You can suck it after, I just want to feel you playing with it through my undies first, ok? That's it..."

Still not happy about being denied access to the teen's cock again, Spin reached for the jutting-out member and gripped the rather thin shaft. _Should I suck it through his underwear? No way! I don't want undies in my mouth again after last night. Besides, his are probably dirty._ The young boy's slight fingers traced along a thick vein that made Andy giggle and moan. The vein lasted most of the length and lead Spin's untrained hands to the head, which was leaking that sweet liquid through the fabric. He wanted so badly to suck at the damp spot but fought the urge and quickly moved down to Andy's surprisingly large balls. That action had the older boy grunting with pleasure. "Wow... these are bigger than Leo's... I think. How much can you cum?" Spin's hand slipped up through the leg of Andy's briefs and cupped one of the heavy balls. Instantly the cock throbbed and another load of precum pumped out and went to waste.

"Ah! Goddamn that feels so good..." Andy groaned at the younger boy's overwhelming touch. Just the feeling of Spin's fingers on his cock and balls put him on edge, ready to shoot and barely holding back. It was when Spin felt both balls through the fabric that he lost it. "Agh! I'm _CUMMING!_ " The biggest orgasm of the teenager's life up to that point flooded from his cock and out through his tight-fitting briefs.

Spin watched in horror as each glob of cum pumped out and went to waste. _No!_ Discreetly he licked up whatever he could, no longer caring about the possibly dirty clothing. As he licked away, his hand beat away at his own cock, quickly bringing himself to a dry orgasm -and Adam turning off the app at long last.

When both boys had stopped and settled, they got dressed and stared at each other for a long moment. "You're an asshole, ya know?"

Andy rolled his eyes, "Yeah, yeah. Sorry that your hands feel so nice. At least you got some cum, and got off. That's all you wanted, right?"

"Well... y-yeah!" Spin snapped.

"Then we're even." The older boy crossed his arms with an obnoxious smirk. He had one the brief argument by barely saying a word. _Damn it! I wanted to feel his lips around my cock. I bet his throat is so hot and tight, just like that little butt of his!_ He extended a hand. "If you ever want to learn a trick or two, or just need someone to suck, my capsule's the last one you checked this morning." The smirk changed to a grin that left Spin blushing with embarrassment as the older boy left the bathroom. Just in time too, as there was hardly a minute left.

 _I... I can't believe that was him... How didn't I realise his cock was curved through his underwear? Ugh, why do I care? I need to go to class before Chase kills me._ He licked the small dribble of cum from his lip and left the bathroom with a smile.

Someone set their feet back to the ground as the young boy left, breathing a sigh of relief that the other two were now gone. Cum coated his muscular chest and hand, which he hungrily licked up with a broad smile. _Holy shit, that was so fucking hot to watch! I should have joined them and fucked that cute boy's ass while the kid sucked his cock._ That boy left the bathroom with a plan hatching inside his devious mind, wondering if anyone else could be involved...


End file.
